Vodafone launches tender offers, consent bid for Unitymedia notes

By Sarah Lizee

Olympia, Wash., Aug. 27 – Vodafone Group plc launched any-and-all cash tender offers, consent solicitations and concurrent change-of-control offers for four series of notes issued by Unitymedia entities, according to a notice.

The any-and-all tender offers will expire at 11:59 p.m. ET on Sept. 24.

Notes covered in the any-and-all offers include

• €378 million of 4.625% senior secured notes due 2026 co-issued by Unitymedia Hessen GmbH & Co. KG and Unitymedia NRW GmbH for an expected tender consideration of €1,089.80 per €1,000 of notes;

• €500 million of 3.5% senior secured notes due 2027 co-issued by Unitymedia Hessen and Unitymedia NRW for an expected tender consideration of €1,065.16 per €1,000 of notes;

• €427.5 million of 6.25% senior secured notes due 2029 co-issued by Unitymedia Hessen and Unitymedia NRW for an expected tender consideration of €1,115.84 per €1,000 of notes; and

• €700 million of 3.75% senior notes due 2027 issued by Unitymedia GmbH for an expected tender consideration of €1,069.77 per €1,000 of notes.

The expected tender consideration amounts were set using an early tender yield of negative 0.05% and include an early tender premium of €30.00 per $1,000 of notes.

Holders who tender their notes by 5 p.m. ET on Sept. 10 will receive the early tender premium.

Holders will also receive accrued interest.

Consent solicitations

In conjunction with the tender offers, the issuers are soliciting consents from holders to proposed amendments to the indentures under which the notes were issued to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and terminate certain reporting requirements.

Holders who validly tender their notes will be deemed to have delivered their consents.

In order for the proposed amendments to be adopted for each series, consents must be received for at least a majority of the aggregate principal amount of the notes then outstanding.

The offers are not conditional upon the receipt of the requisite consents, and each offer and consent solicitation is not conditional upon any of the other offers and consent solicitations.

Change-of-control offer

As a result of the Liberty Global plc acquisition closing on July 31, a change of control has occurred and the issuers are required to offer to purchase all of the notes at 101 plus accrued interest, if any, on Sept. 26.

The change-of-control offer will expire at 11:59 p.m. ET on Sept. 24.

Tenders of notes under the change-of-control offer will not result in the giving of a consent under the consent solicitations, and holders of notes tendered in the change-of-control offer will not be entitled to the total consideration of the any-and-all offers.

Purpose of offers, consent bid

The offers are being made as part of Vodafone's liability management and to provide liquidity to holders following the completion of Vodafone’s acquisition of certain operations of Liberty Global.

The offers also provide investors with an opportunity to sell their notes for the relevant total consideration, which is in excess of the 101 purchase price that is required by the change-of-control provisions of the indentures.

Immediately following completion of the tender offers and the change-of-control offer, whether or not the requisite consents have been obtained, the co-issuers intend to redeem up to 10% of the original aggregate principal amount of the 2026 notes, the 2027 notes and the 2029 notes at a redemption price of 103 plus accrued interest and additional amounts, if any.

Only the notes that are not tendered under the offers or the change-of-control offer will be subject to the redemption, and as a result the offers provide holders with an opportunity to sell their notes and avoid a partial redemption at 103.

Unitymedia redemptions

The issuers also announced their intention to redeem in full the €1 billion 4% senior secured notes due 2025 and $550 million 5% senior secured notes due 2025 issued by Unitymedia Hessen and Unitymedia NRW and the $900 million 6.125% senior notes due 2025 issued by Unitymedia GmbH.

The redemption date for each series is Sept. 12.

The 4% notes will be redeemed at par plus the euro applicable premium, which is the excess of (a) the present value at redemption of 102 plus all required remaining scheduled interest payments due through Jan. 15, 2020 computed using a discount rate equal to the Bund rate plus 50 basis points over (b) par.

The 5% notes will be redeemed at par plus the dollar applicable premium, which is the excess of (a) the present value at redemption of 102.5 plus all required remaining scheduled interest payments due through Jan. 15, 2020 computed using a discount rate equal to the Treasury rate plus 50 bps over (b) par.

The 6.125% notes will be redeemed at par plus the dollar applicable premium, which is the excess of (a) the present value at redemption of 103.063 plus all required remaining scheduled interest payments due through Jan. 15, 2020 computed using a discount rate equal to the Treasury rate plus 50 bps over (b) par.

Holders will also receive accrued interest and additional amounts, if any, to the redemption date.

D.F. King (800 714-3306, 212 269-5550 for banks and brokers, +44 20 7920 9700 or vodafone@dfkingltd.com) is the information and tender agent. Deutsche Bank AG, London Branch (+44 20 7545 8011) and Merrill Lynch International (+44 20 7996 5420 and DG.LM_EMEA@baml.com) are dealer managers.

Vodafone is a telecommunications company based in London.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.